DEF 14A of Carlyle Secured Lending, Inc.
Filed Apr 30, 20260001544206-26-000025
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board is presently composed of seven Directors, divided into three classes, each serving staggered three-year terms. The term of our first class of Directors will expire at this Meeting; the term of our second class of Directors will expire at the 2027 annual meeting of stockholders; and the term of our third class of Directors will expire at the 2028 annual meeting of stockholders.
Director Nominees
Director Nominees The Board has nominated each of Linda Pace and William H. Wright II, for election as Class I Directors of the Company, each to serve until his successor is duly elected and qualified at the annual meeting of stockholders to be held in 2029 or until her or his earlier death, resignation or removal. Ms. Pace currently serves as a Director of the Company. Ms. Pace is an "interested person" of the Company, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act"), because she served as a Managing Director of The Carlyle Group, Inc. ("Carlyle"), an affiliate of the Company, until December 31, 2023. Mr. Wright currently also serves as a Director of the Company and is a member of the audit committee of our Board (the "Audit Committee"), the nominating and governance committee of our Board (the "Nominating and Governance Committee") and the compensation committee of our Board (the "Compensation Committee"). The Board has determined that Mr. Wright is not an "interested person" of the Company, of Carlyle Global Credit Investment Management L.L.C., our investment adviser (the "Adviser" or "CGCIM"), or of any of their respective affiliates as defined in Section 2(a)(19) of the 1940 Act. Each of Ms. Pace and Mr. Wright has consented to being named in this Proxy Statement and to serving as a Director if elected at the Meeting. If, for any reason, Ms. Pace or Mr. Wright becomes unable or unwilling to serve at the time of the Meeting, the persons named as proxies in the proxy will have the authority to vote for a substitute nominee or nominees. We do not anticipate that Ms. Pace or Mr. Wright will be unable or unwilling to serve. At the Meeting, holders of our common stock will be asked to consider and vote on the election of Ms. Pace and Mr. Wright. The Board recommends that stockholders vote “FOR” the Company’s nominees for Directors.
Biographical Information
Biographical Information Set forth below are brief biographies of each of Ms. Pace and Mr. Wright and of all other members of the Board who will continue in office. Also included below following each biography is a brief discussion of the specific experience, qualifications, attributes or skills that led our Board to conclude that the applicable Director should serve on our Board at this time. In addition, set forth further below is a biography of each executive officer of the Company who is not a Director. Unless otherwise indicated by footnote, the address for each listed individual is One Vanderbilt Avenue, Suite 3400, New York, NY 10017. Set forth below is certain information relating to our Directors, including details on each Director nominee’s specific experience, qualifications, attributes or skills that led the Board to conclude that the person should serve as a Director of the Company.
Nominees for Election as Class I Directors
Nominees for Election as Class I Directors
Nominees for Election as Class I Directors
| | Birth Year | Position | Number of Portfolios in Fund Complex Overseen by Director(1) | Expiration of Term | Director Since | | Linda Pace | 1962 | Director, Chair of the Board (Interested) | 2 | 2026 | 2019 | | William H. Wright II | 1960 | Director (Independent) | 2 | 2026 | 2021 |
Nominees for Election as Class I Directors
| (1) With respect to each of Ms. Pace and Mr. Wright, the portfolios in the “Fund Complex” are the Company and one affiliated fund, Carlyle Credit Solutions, Inc. ("CARS"), a business development company ("BDC") that has the same investment adviser, CGCIM, and administrator, Carlyle Global Credit Administration L.L.C. (the "Administrator"), an affiliate of CGCIM, as the Company. |
Nominees for Election as Class I Directors
-7- Linda Pace has served as Chair of our Board since December 31, 2019. Ms. Pace has also served as Chair of the board of directors of CARS since December 31, 2019. Ms. Pace was Chair of the board of trustees of Carlyle Secured Lending III ("CSL III") from June 2021 until its merger with and into the Company in March 2025. On December 31, 2022, Ms. Pace stepped down as CEO and President of the Company and CARS, but continues to serve as the Company’s Board Chair. Until December 31, 2023, Ms. Pace also served as a Managing Director of Carlyle and the Vice Chair of Carlyle Global Credit. Previously, she was responsible for Carlyle’s Global Loans and Structured Credit Group. Prior to that role, she was responsible for portfolio management for Carlyle High Yield Partners, deploying capital into the U.S. market in cash and synthetic form. Prior to joining Carlyle, Ms. Pace spent ten years with BHF-Bank AG, where she was co-head of the bank’s Syndicated Loan group in New York. She invested in leveraged loans on behalf of the bank’s $2 billion on-balance sheet portfolio, as well as their $400 million Collateralized Loan Obligation funds. Prior to that, Ms. Pace worked at Société Générale as a Corporate Credit Analyst. Ms. Pace received her undergraduate degree in French from Douglass College and her MBA in Finance from New York University. William H. Wright II has served on our Board since February 2021 and is a member of the Audit Committee, Nominating and Governance Committee and Compensation Committee. Mr. Wright has also served as a member of the Board of Directors and the Audit Committee of CARS since February 2021. Mr. Wright was a member of the board of trustees and audit committee of CSL III from June 2021 until its merger with and into the Company in March 2025. Mr. Wright may from time to time serve as an independent director of other entities affiliated with Carlyle or of investment vehicles managed by Carlyle or its affiliates. Mr. Wright was a Managing Director of Morgan Stanley until his retirement in 2010, having joined the firm in 1982. During his career in investment banking at Morgan Stanley, Mr. Wright headed the corporate finance execution group where he was responsible for leading and coordinating teams in the execution of complex equity offerings for multinational corporations. Following his career in investment banking, Mr. Wright served as an independent board member of two SEC registered closed-end funds until 2016, and of a BDC from 2018 to 2020. He also served on the faculties of the Ray Garrett Jr. Corporate and Securities Law Institute at Northwestern Pritzker School of Law and the Practising Law Institute. Mr. Wright is currently on the board of directors of Brookfield Real Assets Income Fund Inc., Center Coast Brookfield MLP & Energy Infrastructure Fund, and Brookfield Investment Funds. He is also a member of the board of directors of the New York City Ballet and a trustee of Mount Sinai Health System. In addition to serving on other boards, he is interested in innovative philanthropic initiatives. He received a B.A. from Yale University and an M.B.A. from the Darden School of the University of Virginia. Mr. Wright’s extensive experience in executive leadership, investment banking and corporate finance as well as his numerous board and advisory positions provides the Board with valuable insights.
Incumbent Class II Directors: Term Expiring 2027
Incumbent Class II Directors: Term Expiring 2027
Incumbent Class II Directors: Term Expiring 2027
| | Birth Year | Position | Number of Portfolios in Fund Complex Overseen by Director(1) | Expiration of Term | Director Since | | Thomas M. Hennigan | 1976 | Director (Interested), President, Chief Financial Officer and Chief Risk Officer | 2 | 2027 | 2025 | | Nigel D.T. Andrews | 1947 | Director (Independent) | 2 | 2027 | 2012 | | Alex Chi | 1973 | Director, (Interested), Chief Executive Officer | 2 | 2027 | 2026 |
Incumbent Class II Directors: Term Expiring 2027
| (1) With respect to each of Messrs. Hennigan, Andrews and Chi, the portfolios in the “Fund Complex” are the Company and CARS. |
Incumbent Class II Directors: Term Expiring 2027
Thomas M. Hennigan has served on our Board since April 2025. Mr. Hennigan has also served on the board of directors of CARS since April 2025. He was appointed as our President in February 2026, Chief Financial Officer in March 2018 and our Chief Risk Officer in 2016. Mr. Hennigan currently serves as the President, Chief Financial Officer and Chief Risk Officer of CARS. He also serves as Chief Operating Officer and Chief Risk Officer of Direct Lending. Mr. Hennigan was the Chief Financial Officer and Chief Risk Officer of CSL III from June 2021 until its merger with and into the Company in March 2025. Mr. Hennigan is a Partner of Carlyle. Prior to the completion of the merger of NF Investment Corp. (:NFIC") into the Company (the "NFIC Acquisition") in June 2017, Mr. Hennigan served as the Chief Risk Officer of NFIC. Mr. Hennigan may from time to time serve as an officer, director or principal of entities affiliated with Carlyle or of investment vehicles managed by Carlyle and its affiliates. Prior to joining Carlyle in 2011, Mr. Hennigan was a Senior Vice President -8- and Head of Underwriting and Portfolio Management for Churchill Financial LLC, which he joined in 2006. In this role, Mr. Hennigan was responsible for managing Churchill Financial’s underwriting and portfolio management activities, including supervising the professionals involved in the underwriting process. Mr. Hennigan joined Churchill Financial from GE Corporate Financial Services. During his four years at GE, Mr. Hennigan had underwriting and portfolio management responsibilities in the Global Sponsor Finance Group and in the Global Media and Communications Group. Mr. Hennigan began his career with Wachovia Securities, Inc. in 1998, where he worked in middle market investment banking and loan syndications. Mr. Hennigan’s broad industry experience, leadership and intimate knowledge of the business and operations of the Company provide the Board with valuable insight. Nigel D.T. Andrews has served on our Board since 2012 and is the Chairman of the Audit Committee and the Compensation Committee and a member of the Nominating and Governance Committee. Mr. Andrews has also served as a member of the Board of Directors of CARS since April 2017, and is the Chair of the Audit Committee of CARS. Mr. Andrews was a member of the board of trustees and audit committee of CSL III from June 2021 until its merger with and into the Company in March 2025. Prior to the completion of the NFIC Acquisition in June 2017, Mr. Andrews served as a member of the board of directors and on the audit committee of NFIC. Mr. Andrews may from time to time serve as an independent director of other entities affiliated with Carlyle or of investment vehicles managed by Carlyle or its affiliates. Mr. Andrews previously served as governor at London Business School, a director and a member of the audit and remuneration committees at Old Mutual plc., and Chair of Old Mutual Asset Management, where he served from 2002 to 2014. Mr. Andrews continues to actively manage his own private investments and to serve as a trustee of Victory Funds, a position he has held since 2002. From 2000 to 2010, Mr. Andrews served on the board of directors of Chemtura Corporation, a New York Stock Exchange listed company. Mr. Andrews also served as a Managing Director of Internet Capital Group, Inc. from 2000 to 2001. From 1987 to 2000, Mr. Andrews held various senior management positions within General Electric Company (“GE”), including Executive Vice President of GE Capital from 1993 to 2000 and, prior to that, Vice President and General Manager of GE Plastics-Americas. During Mr. Andrews’ thirteen-year career with GE, he also served as a Vice President for Corporate Business Development and Strategy reporting to the chair of the board. Prior to joining GE, Mr. Andrews was a partner at Booz Allen Hamilton Inc. He began his career in business management at Shell International Chemical Company. Mr. Andrews’ broad executive experience with the operations and transactions of industrial and financial services businesses provides the Board with valuable insights and knowledge that will enhance the Company’s ability to achieve its investment objectives. Alex Chi has served on our Board and as the Chief Executive Officer since February 2026. Mr. Chi has also served as a member of the board of directors and as the Chief Executive Officer of CARS since February 2026. Mr. Chi is the Deputy Chief Investment Officer for Global Credit and the Head of U.S. Direct Lending at Carlyle. Mr. Chi serves on the Global Credit Investment Committee and is a member of the firm’s Leadership Committee. Mr. Chi joined Carlyle in 2026. Prior to joining Carlyle, he was a Partner at Goldman Sachs, where he spent 31 years and most recently served as Co-Head of Americas Direct Lending within Goldman Sachs Asset Management. He also served as Co-Chief Executive Officer and Co- President of Goldman Sachs’ affiliated Business Development Companies and was a member of the Asset & Wealth Management Private Credit Investment Committee. Earlier in his career, Mr. Chi spent 25 years in the investment banking division at Goldman Sachs in a variety of leadership roles across the Financial and Strategic Investors Group, Leveraged Finance, Mergers & Acquisitions, Corporate Finance, Fixed Income Capital Markets, and Information Technology in New York, Hong Kong, and Seoul. He also served on the firm’s Global Diversity & Inclusion Council and was global head of the Asian Network, which he co-founded. Mr. Chi currently serves on the National Advisory Council of the Association of Asian American Investment Managers (AAAIM), the Board of Directors of the JED Foundation, and the National Advisory Board of the Smithsonian Asian Pacific American Center. He also previously served three terms on the Board of Directors of the Korean American Community Foundation (KACF). Mr. Chi’s broad industry experience, leadership and intimate knowledge of the business and operations of Carlyle’s Global Credit investment platform provide the Board with valuable insight. -9-
Incumbent Class III Directors: Term Expiring 2028
Incumbent Class III Directors: Term Expiring 2028
Incumbent Class III Directors: Term Expiring 2028
| | Birth Year | Position | Number of Portfolios in Fund Complex Overseen by Directors(1) | Expiration of Term | Director Since | | Leslie E. Bradford | 1955 | Director (Independent) | 2 | 2028 | 2017 | | John G. Nestor | 1945 | Director (Independent) | 2 | 2028 | 2017 |
Incumbent Class III Directors: Term Expiring 2028
| (1) With respect to each of Ms. Bradford and Mr. Nestor, the portfolios in the "Fund Complex" are the Company and CARS. |
Incumbent Class III Directors: Term Expiring 2028
Leslie E. Bradford has served on our Board since October 2017 and is a member of our Audit Committee, Nominating and Governance Committee and Compensation Committee. Ms. Bradford has also served as a member of the Board of Directors and the Audit Committee of CARS since October 2017. Ms. Bradford was a member of the board of trustees and audit committee of CSL III from June 2021 until its merger with and into the Company in March 2025. Ms. Bradford may from time to time serve as an independent director of other entities affiliated with Carlyle or of investment vehicles managed by Carlyle or its affiliates. From 2011 to 2013, Ms. Bradford was a senior advisor and director of the Alumni Network of Morgan Stanley. Prior to that, Ms. Bradford had risk management and advisory responsibilities throughout all business unit and support areas of Morgan Stanley over a twenty five plus year career. Prior to joining Morgan Stanley, Ms. Bradford was a vice president in the corporate division of Irving Trust Company from 1977 to 1985 and was responsible for the development of corporate client lending and non-lending business in Northeastern United States. Ms. Bradford has also served on the boards and committees of various organizations, including as a former trustee of the American Foundation for the Blind, a former trustee of the Morgan Stanley Foundation, and a Dartmouth College Fund Committee member. Ms. Bradford holds an undergraduate degree in Religion from Dartmouth College and an M.B.A. in Finance from the New York University Graduate School of Business. Ms. Bradford’s broad industry experience in corporate, financial, and public sectors has provided her with an abundance of skills and valuable insight in handling complex transactions and issues, all of which makes her well qualified to serve on the Board. John G. Nestor has served on our Board since 2013, and is the Chairman of the Nominating and Governance Committee and is a member of the Audit Committee and Compensation Committee. Mr. Nestor has also served as a member of the Board of Directors and the Audit Committee of CARS since April 2017. Mr. Nestor was a member of the board of trustees and audit committee of CSL III from June 2021 until its merger with and into the Company in March 2025. Prior to the completion of the NFIC Acquisition in June 2017, Mr. Nestor served as a member of the board of directors and on the audit committee of NFIC. Mr. Nestor may from time to time serve as an independent director of other entities affiliated with Carlyle or of investment vehicles managed by Carlyle or its affiliates. Mr. Nestor joined Kirtland Capital Partners in March 1986 and has held various positions at the private investment firm over the years, including Chief Executive Officer and Managing Partner. Prior to joining Kirtland Capital Partners, Mr. Nestor worked for sixteen years for Continental Illinois Bank. For eight years he focused on lending to small businesses in the Chicago area. In 1977, Mr. Nestor was transferred to Philadelphia where he was involved in commercial lending and, in 1979, he moved to Cleveland to manage Continental’s Cleveland Office. Mr. Nestor is the former chair of the board of directors of SmartSource Computer and Audio Visual Rentals, and formerly served as a member of the board of directors of Form Tech Concrete Forms and a member of the board of advisors of The Gates Group. Mr. Nestor serves as a trustee of the Kelvin and Eleanor Smith Foundation. Mr. Nestor is the former chair of the board of trustees of the Cleveland Foodbank, The Diversity Center and Deaconess Community Foundation. Mr. Nestor is an experienced leader whose numerous board and advisory positions and experiences in the middle markets provide the Board valuable insights. -10-
Our Board of Directors
Our Board of Directors
Compensation of Independent Directors
Compensation of Independent Directors Each Independent Director received the following amounts for serving as a Director of the Company: (i) a $90,000 annual fee; (ii) for a meeting of our Board, $2,500 for each such board meeting attended in person, plus reimbursement of -17- reasonable out-of-pocket expenses incurred in connection with attending such board meeting, and $950 for each such board meeting attended telephonically; (iii) for a meeting of a committee of the Board, $1,250 for each such committee meeting attended in person, plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending such committee meeting, and $650 for each such committee meeting attended telephonically; and (iv) an annual fee of $16,000 for the Chairman of our Audit Committee. The Independent Directors review their own compensation and recommend to the Board the appropriate level of compensation. This level of compensation may be adjusted from time to time. In conducting their review, the Independent Directors use such information as they deem relevant, including compensation paid to directors of other BDCs of similar size and the time and effort required of the Directors in fulfilling their responsibilities to the Company. The Board determines the compensation of the Independent Directors. The following table sets forth information concerning total compensation earned by or paid to each of our Independent Directors during the fiscal year ended December 31, 2025:
Compensation of Independent Directors
| | Fees Earned or Paid in Cash | Total Compensation from the Company | Total Compensation from the Fund Complex(1) | | Nigel D.T. Andrews, Director | $161,480 | $161,480 | $271,075 | | Leslie E. Bradford, Director | $141,880 | $141,880 | $238,200 | | John G. Nestor, Director | $141,880 | $141,880 | $238,200 | | William H Wright II, Director | $141,880 | $141,880 | $238,200 | | Linda Pace, Director(2) | $141,880 | $141,880 | $238,200 |
Compensation of Independent Directors
(1) Messrs. Andrews, Nestor and Wright and Ms.Bradford serve on the board of directors of CARS and, until March 27, 2025, served on the board of trustees of CSL III. The Company, CARS and CSL III are part of the Fund Complex. Compensation amounts shown include compensation such Directors received from the Company, CARS and CSL III for services rendered during the fiscal year ended December 31, 2025. (2) Ms. Pace served as a Managing Director at Carlyle until December 31, 2023. She continues to be treated as an Interested Director due to her prior association with Carlyle, but began receiving compensation for her service as Director beginning on January 1, 2024.